Reseller and Distributor Duties

All Resellers are required to:

Provide support to customers as agreed between WinMagic and the Reseller, as set out in SCHEDULE G;

Devote such time as may be reasonably necessary for the purpose of learning, marketing and demonstrating the features of the Software and use its best efforts to sell and promote the sale of the Software in the defined Territory, through competent and qualified personnel having a level of expertise sufficient to properly demonstrate, operate, sell and support the Software;

Confer periodically with WinMagic, at WinMagic's request, on matters relating to market conditions, sales forecasting, product planning and updates, promotional and marketing strategies and programming. WinMagic may, at its sole option, prior to and/or after its use, review all of Reseller’s promotion and advertising materials that utilize any of WinMagic's trademarks or trade names. Reseller agrees to withdraw, retract and not to use any promotion or advertising, which utilizes any of WinMagic's trademarks or trade names that WinMagic finds unsuitable. WinMagic agrees not to unreasonably withhold its approval of any promotion or advertising that utilizes any of WinMagic's trademarks or trade names.

Furnish to customers standard information, marketing literature, brochures, manuals, product information and other similar information relating to the Software;

Provide sales and marketing support to customers, including responding to customers queries via telephone, e-mail, fax and letter concerning the Software;

For each sale, transfer or delivery of any of the Software, maintain detailed records of the date of the transaction, the quantity and version of Software sold and the name and address of the receiving entity and give access to WinMagic to these records, when requested by WinMagic; and

Be responsible for administrative matters related to its marketing and sale of the Software in the Territory.

In addition, participants in the WinMagic Partner Program are required to:

Participate in Sales training that will be provided by WinMagic.

Gold and Platinum Partners devote such time as may be reasonably necessary to complete Technical Training certification; whereby, Reseller provides front of line Technical support to customers.

Use WinMagic’s partner portal for accessing all WinMagic product and marketing collateral;

Complete an Annual Business Plan with a quarterly marketing activities review;

Provide customer case studies, with the frequency depending on the level of partner program participation (if Gold Partner, provide one case study per year, if Platinum partner, provide two case studies per year); and

Follow the Partner Program guidelines as set from time to time.

All Distributors are required to:

Provide support to customers as agreed between WinMagic and the Reseller, as set out in SCHEDULE G;

Devote such time as may be reasonably necessary for the purpose of learning, marketing and demonstrating the features of the Software and use its best efforts to sell and promote the sale of the Software in the defined Territory, through competent and qualified personnel having a level of expertise sufficient to properly demonstrate, operate, sell and support the Software;

Confer periodically with WinMagic, at WinMagic's request, on matters relating to market conditions, sales forecasting, product planning and updates, promotional and marketing strategies and programming. WinMagic may, at its sole option, prior to and/or after its use, review all of Distributor’s promotion and advertising materials that utilize any of WinMagic's trademarks or trade names. Distributor agrees to withdraw, retract and not to use any promotion or advertising, which utilizes any of WinMagic's trademarks or trade names that WinMagic finds unsuitable. WinMagic agrees not to unreasonably withhold its approval of any promotion or advertising that utilizes any of WinMagic's trademarks or trade names.

Furnish to customers standard information, marketing literature, brochures, manuals, product information and other similar information relating to the Software;

Provide sales and marketing support to customers, including responding to customers queries via telephone, e-mail, fax and letter concerning the Software;

For each sale, transfer or delivery of any of the Software, maintain detailed records of the date of the transaction, the quantity and version of Software sold and the name and address of the receiving entity and give access to WinMagic to these records, when requested by WinMagic; and

Be responsible for administrative matters related to its marketing and sale of the Software in the Territory.

Schedule G

1st Line Support

Taking all calls from end users and answering all questions for which answers exist in available documentation, including but not limited to, manuals, Reseller/Reseller portal, support website

2nd Line Support

Responding to and answering any kind of problem for which no answer or direction can be readily found within the resources available to 1st line support; these are often unusual or complex issues

3rd Line Support

Responding to and answering any kind of problem extraordinary or unfamiliar enough that it is necessary to engage the WinMagic Development group to research the issue and find an answer in the code and/or the database; often, such issues may have never been encountered before, due to the problem being caused by recent changes to the software